Forward Industries, Inc.
For the period ended Aug 4, 2025. Filed Aug 15, 2025.
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Aug 4, 2025 · Filed Aug 15, 2025
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DEF 14A 1 forward_def14a.htm NOTICE SND PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
| Filed by Registrant | þ |
|---|---|
| Filed by Party other than Registrant | ¨ |
| Check the appropriate box: | |
| ¨ | Preliminary Proxy Statement | ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|---|---|---|
| þ | Definitive Proxy Statement | ¨ | Definitive Additional Materials |
| ¨ | Soliciting Materials Pursuant to §240.14a-12 | ||
FORWARD INDUSTRIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | ||
|---|---|---|
| þ | No fee required. | |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
| $_____ per share as determined under Rule 0-11 under the Exchange Act. | ||
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ¨ | Fee paid previously with preliminary materials. | |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|---|
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Forward Industries, Inc.
700 Veterans Memorial Highway, Suite 100
Hauppauge, New York 11788
_________________________
To The Shareholders of Forward Industries, Inc.:
We are pleased to invite you to attend the Special Meeting of Shareholders of Forward Industries, Inc. (the “Special Meeting”) to be held on September 4, 2025, at 10:00 a.m. Eastern Time. This Special Meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/FWD2025SM. At the Special Meeting, our shareholders will be asked:
| 1. | To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 40,000,000 to 300,000,000 shares (the “Authorized Share Increase Proposal”). |
| 2. | To approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of shares of the Company’s common stock pursuant to a conversion of Series A-1 Preferred Stock (the “Series A-1”) without giving effect to the Share Cap and the Individual Holder Share Cap (collectively, the “Conversion Caps”) in the Series A-1 Certificate of Designation (the “Nasdaq 20% Issuance Proposal Series A-1”). |
| 3. | To approve an adjournment of the Special Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Special Meeting to approve any of the proposals presented for a vote at the Special Meeting. |
Only shareholders of record as of the close of business on August 13, 2025 are entitled to notice of, and to vote at, the Special Meeting and any postponement or adjournment thereof. Please see pages 1-5 for additional information regarding accessing the Special Meeting and how to vote your shares. You do not need to attend the virtual meeting to vote your shares.
Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to join the Special Meeting. You can vote by Internet, by telephone, or by using the enclosed proxy card.
We appreciate your continued confidence in our Company and look forward to your joining us virtually on September 4, 2025.
By the Order of the Board of Directors
/s/ Michael Pruitt
Michael Pruitt
Interim Chief Executive Officer
Dated: August 15, 2025
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to Be Held on September 4, 2025: This Proxy Statement is available free of charge at: https://www.proxyvote.com
REVIEW THE PROXY STATEMENT AND VOTE IN FOUR WAYS:
| VIA THE INTERNET IN ADVANCE Visit www.proxyvote.com. | BY MAIL Sign, date, and return the enclosed proxy card or voting instruction form. |
| BY TELEPHONE Call the telephone number on your proxy card or voting instruction form. | AT THE MEETING Attend the Special Meeting virtually. See page 1 for additional details on how to attend. |
We urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!
TABLE OF CONTENTS
| Questions and Answers Regarding the Special Meeting of Shareholders | 1 |
|---|---|
| PROPOSAL 1. INCREASE IN AUTHORIZED SHARES | 6 |
| PROPOSAL 2. NASDAQ 20% ISSUANCE PROPOSAL SERIES A-1 | 8 |
| PROPOSAL 3. ADJOURNMENT | 9 |
| OWNERSHIP OF OUR STOCK | 10 |
| OTHER MATTERS | 12 |
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Forward Industries, Inc.
700 Veterans Memorial Highway, Suite 100
Hauppauge, New York 11788
(631) 547-3041
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.